How to conduct a governance efficiency review
Thursday, August 23, 2018
An association’s governance structure, culture and documents tend to become cluttered through time.
Committees and directors like to "leave their mark" by adding people to the board, amending bylaws and suggesting policies ad nauseam. (Associations with more than 50 policies might want to conduct a sunset review of the policy manual.)
For instance, an association added a house of delegates because they felt it would protect against the executive committee hijacking the organization.
Another board expanded to more than 30 persons because it seemed right to give every chapter a seat at the table. Yet another added ex-officio and emeritus members to the board to hear their reports and honor their status.
To start the cleanup process, appoint a governance efficiency task force. The activity examines structure, documents and aspects of governance efficiency and results.
At the Indiana Veterinary Medical Association, the president appointed a Governance Review and Efficiency Task Force with a specific charge: "To review and modernize the IVMA structure and strengthen the districts in order to engage as many members as possible in the organization."
IVMA Executive Director Lisa Perius reports, "The task force recommended doing away with a board comprised of geographic representation. We cut the board size from 22 to 11 and now have at-large elections. We also got rid of standing committees and only operate with task forces."
Focus on Efficiency
When volunteers think of a governance review they start with the bylaws. Seldom do amendments to the bylaws make a significant impact. One executive told his board it is time to, "blow up association and start over."
"We needed a wholesale overhaul of our bylaws, and frankly our management structure," said Kenyon Gleason, president of the National Association of Sporting Goods Wholesalers.
"We reviewed the bylaws from top to bottom and created three separate tiers of changes from most important to least. We also addressed them from easiest to implement to those which took a bit more time to work through. In the end, our bylaws got a complete redo. And as a result, our organization experienced an overhaul from governance all the way down to how we interface with our association management company on day-to-day operations."
"Our many business partners are happy, our organization is thriving as our brand awareness grows, and most importantly, the Board of Directors is happy. Sometimes, just tweaking the edges isn’t enough, you need a full-on frontal assault."
Volunteers often start by reviewing documents, because more dramatic changes in governance could hurt people’s feelings. Eliminating committees, downsizing the board or reducing the number of meetings might seem insensitive.
If bylaws are the first stop, look for items such as indemnification, committee appointments, references to rules of order, etc. Be sure to strip from the bylaws statements that belong in a policy manual. Watch out for documents that hinder the chief staff executive.
Emphasize that the review is about improving efficiency. Nobody can argue with a task force focused on efficiency and effectiveness.
Make the process comprehensive. Include broad aspects of governance: structure, documents, processes and culture.
Structure — How many layers of bureaucracy does an idea have to travel to be considered and implemented? Are their open channels of communication or blockades?
Documents — Bylaws and policies become cluttered. Review them for accuracy and practicality. Few volunteers have time to read lengthy bylaws and hundreds of policies.
Processes — How are new directors on-boarded? How does new business get introduced? What can be streamlined, especially with technology applications?
Culture — Watch out for distrust, disrespect, conflicts of interest and directors coming ill-prepared for meetings.
At the Eastern Association of Colleges and Employers, immediate past president Stacy McClelland of Enterprise Holdings appointed a task force to examine three areas: committee structure, calendar and timelines, and signature programs.
She said her intent was to eliminate redundancies and streamline processes in an association that has its roots back to 1926.
Sacred cows may exist in associations with a long history and strong culture. The founders or first-generation leaders may still be driving the organization though they have left the board.
A sacred cow is an idea, custom, or entity considered to be above criticism. Some sacred cows will be slaughtered in the final recommendations. This is common, and the board will have to be decisive and willing to adapt to change.
Another executive said, "The board has had more than 25 years of sacred cows that I can only chip away at slowly, one by one. It can be frustrating."
Though it can feel uncertain to conduct a review the rewards are significant and long-lasting. Envision an association with more effective governance, cleaner guiding documents, improved committees, and a more strategic board — yielding improved outcomes.
At IVMA, Lisa Perius continued, "We are excited for the changes which are ongoing now. While change can be uncomfortable, we are pleased with our goal to make IVMA a 21st-century association."
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